(VERSION 1.0, AUGUST 2014)
These terms and conditions (the "Agreement") apply to companies' and other organisations' ("Customer") free use of Trustpilot A/S' ("Trustpilot") review services (the "Trustpilot Service"), including Customer's trial use of the Trustpilot review invitation service ("Review Invitation Service").
The Agreement includes (i) the order form (if applicable), which contains details of the Customer's order of free use of the Trustpilot Service ("Order Form"), and (ii) all operating rules, policies and guidelines (collectively, the "Guidelines") that are referred to herein or that may otherwise be published by Trustpilot on its websites (as such Guidelines may be amended from time to time), including without limitation:
When the Customer signs up for the Trustpilot Service, Trustpilot will provide Customer with an account on Trustpilot's website (a "Basic Account"). In the Basic Account, Customer will be able to view the services and features that are part of the Trustpilot Service. Trustpilot may at any time and without notice remove, change and alter the services and features made available to Customer. Trustpilot may offer Customer additional services, features or free trials of various Trustpilot services in addition to what is described in this Agreement and in Customer's Basic Account. If Customer uses the additional services and features, free trials, etc., such use will be governed by this Agreement and the Guidelines, and Customer accepts to comply herewith when using these services, features and free trials.
For a period of 14 days from signing up (the "Trial Period"), Customer is offered the possibility of free use of the Trustpilot Review Invitation Service. If Customer enables the Review Invitation Service, Customer can send out emails to its customers ("Consumer(s)") via the Review Invitation Service and invite Consumers to post reviews of their Buying Experiences (as defined in Trustpilot's User Guidelines available at http://legal.trustpilot.co.uk/user-guidelines). Upon expiration of the Trial Period, Customer will no longer be able to use the Review Invitation Service. Customer will, however, still have access to the Basic Account and be able to e.g. report and comment on reviews.
Customer agrees to comply with its obligations as a data controller under EU Data Protection Directives, any other legislation and/or binding regulations implementing or made pursuant to this legislation ("Data Protection Requirements").
When enabling the Review Invitation Service, Customer is regarded as a data controller of the Consumers' personal data, which is provided to Trustpilot when Customer uses the Review Invitation Service, and Trustpilot is regarded as the data processor. This implies that Trustpilot will only act by instruction from Customer in relation to the Consumers' personal data provided by Customer to Trustpilot. It is the sole responsibility of Customer to provide such instructions to Trustpilot. Trustpilot shall take any necessary security measures to comply with the obligations of a data processor, including ensuring that the information is not (i) accidentally or unlawfully destroyed, (ii) lost, altered or damaged, (iii) disclosed to or accessed by any unauthorised person, (iv) misused, or (v) in other ways treated in violation of the Data Protection Requirements. On Customer's request, Trustpilot will, in line with and to the extent provided for in the Data Protection Requirements, supply Customer with sufficient information for Customer to ensure that the above-mentioned technical and organisational security measures have been taken. All Consumer data collected and processed after the Consumers sign up on Trustpilot's website is processed by Trustpilot as a data controller.
Trustpilot is not responsible and assumes no liability for the Consumers' conduct on the Trustpilot website or the use of the Trustpilot Service, including the content published by the Consumers ("User Content"). Trustpilot does not and cannot control or monitor the User Content and does not in any way endorse User Content. Nor do the opinions expressed in the User Content represent the opinions of Trustpilot, its affiliates or any officers, directors, employees, contractors or shareholders of Trustpilot and its affiliates.
The Agreement shall not be regarded as Trustpilot's approval, endorsement or recommendation of Customer, Customer's products or Customer's services. Customer may not market itself or in any way give public declarations in conflict with the above.
Customer is obligated to (i) comply with the Agreement and Guidelines in force at any time; and (ii) only use the Trustpilot Service on the website(s) covered by the Agreement. Customer's use of the Trustpilot Service must comply with all applicable laws, rules and regulations at all times. Customer warrants that its use of the Trustpilot Service will in no way cause Trustpilot to violate applicable law, rules or regulations or to violate the privacy rights of any third party.
When Customer signs up for a Basic Account, a password for that account is created. This password may only be used by and for Customer. Customer is responsible for all use of the Trustpilot Service occurring under Customer's Basic Account.
3.3.1 If Customer enables the Review Invitation Service, Customer shall provide Trustpilot with the data necessary for Trustpilot to create and send out email invitations to Consumers. The data must be sent to Trustpilot using the provided interfaces and must include name, email address and order ID. Customer warrants and represents that Customer is entitled (including having obtained all necessary consents from the Consumers) to allow Trustpilot to process these data as required in order to deliver the Review Invitation Service and that the use of such data by Trustpilot to deliver the Review Invitation Service shall not breach the Data Protection Requirements.
3.3.2 Through the Review Invitation Service, Customer will have access to email review invitation templates. Customer accepts and agrees that these templates are provided "as is", and if Customer chooses to use any of these email review invitation templates, including making any changes to them, it is the sole responsibility of Customer to ensure that the email review invitation template meets all applicable legal and regulatory requirements. Customer accepts and agrees never to delete or alter the text in the footer of the email review invitation template.
3.3.3 Customer acknowledges and agrees that Customer, and not Trustpilot, is and will be the sole or designated "sender" (as defined in the CAN-SPAM Act of 2003) of any and all email messages sent or caused to be sent by Trustpilot to Consumers via the Review Invitation Service (each, an "Invitation Email").
3.3.4 Without limiting any other obligation of Customer contained in this Agreement, Customer agrees to:
a) Provide Trustpilot with a "from" name that accurately identifies (by individual or company name) the person or company initiating the Invitation Email as the sender of such Invitation Email. Customer shall notify Trustpilot of any changes to the "from" name.
b) Provide Trustpilot with a valid, operational return email address that (I) is routinely monitored by Customer personnel, and (II) remains operational for the duration of the Agreement and (III) remains operational for as long as required by applicable laws, rules and regulations.
c) If required in accordance with applicable laws, rules or regulations, ensure that all Invitation Emails contain an unsubscribe link and text that meets all applicable legal requirements, including the CAN-SPAM Act, so that it is possible for recipients to request not to receive future commercial email messages from Customer (an "Opt-Out Request") and accommodate such requests in accordance with applicable laws.
d) Accurately describe the subject matter of the Invitation Email within the "subject" header of the Invitation Email such that the subject heading would not be likely to mislead a recipient acting reasonably under the circumstances.
3.3.5 The Invitation Email must include Customer's valid, physical postal address as well as clear and conspicuous identification that the Invitation Email is an advertisement or solicitation if this is the case.
Customer may invite the Consumers to submit reviews, e.g. by enabling the Review Invitation Service. Customer must invite either all or no Consumers to submit reviews. Customer may not invite selected Consumers. The text in the invitation to submit a review must be unbiased and independent of whether the Consumer is expected to have had a positive or negative experience in connection with her/his Buying Experience with Customer. The language used in the invitation must be neutral and without attempts to e.g. (i) influence the Consumer in a positive or negative direction or (ii) attract specific types of Consumers. Trustpilot reserves the right to carry out random checks of Customer's email invitations to ensure that Customer fulfils its obligations in this regard.
For the duration of the Trial Period, Customer is granted a license to display the TrustScore and/or Trustpilot Stars on Customer's website, etc. subject to Trustpilot's Trademark Guidelines. Customer's display of the TrustScore and/or Trustpilot Stars must always be accurate and reflect Customer's actual awarded number of Trustpilot Stars and/or TrustScore on Trustpilot's website. At the end of the Trial Period, Customer must cease all use of the TrustScore and/or Trustpilot Stars and remove any such display on Customer's website.
Trustpilot is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published by Trustpilot on its websites from time to time. The latest applicable versions will be available on Trustpilot's websites.
Trustpilot will give Customer prior notice on its websites if changes are made to the Agreement or the Guidelines. The latest versions of any of these documents shall be integrated parts of the Agreement. Customer agrees that the continued use of the Trustpilot Service after any posted modified versions of the Agreement or the Guidelines entails Customer's acceptance hereof.
The Agreement becomes binding and effective on the date ("Effective Date") that Customer:
The Agreement remains in force in accordance with the term described in the Order Form. If an Order Form is not applicable, the Agreement remains in force until terminated by one of the parties, as set forth in section 6.
Use of the Trustpilot Service under this Agreement is free of charge.
Customer can discontinue its use of the Trustpilot Service at any time. Moreover, Customer has the option to close down its Basic Account at any time. Closing of the Basic Account will entail that the Trustpilot Service will no longer be available to Customer. Closing of the Basic Account and discontinuation of the Trustpilot Service can be done by contacting email@example.com.
Trustpilot may, without prior notice at any time and for any reason, including but not limited to a period of account inactivity, terminate Customer's access to the Trustpilot Service, terminate the Agreement, suspend or terminate Customer's Basic Account. Trustpilot will notify Customer of such termination or suspension.
Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 12).
In case of termination of the Agreement, no matter the cause, Customer is obligated to cease any use of the Trustpilot Service.
Termination of the Agreement, no matter the cause, will have no effect on reviews posted on the Trustpilot websites even if such reviews have been posted as a result of Customer's use of the Review Invitation Service. Reviews will remain on the Trustpilot websites until removed by the respective Consumer or by Trustpilot.
Customer's unauthorised use of the Trustpilot Service can be prohibited by an injunctive relief without security.
Customer shall indemnify Trustpilot against any loss, damage or penalties suffered or incurred by Trustpilot as a result of any third party claim (including any claim or allegation by any governmental authority) that (i) the use of any content provided by Customer (a) infringes the intellectual property rights of a third party and/or (b) violates applicable law or the Guidelines; (ii) Trustpilot's use of Consumer data in accordance with this Agreement is in breach of the Data Protection Requirements or any other applicable law related to data privacy; or (iii) any email message sent or caused to be sent by Trustpilot on behalf Customer violates any applicable law, rule or regulation, including without limitation CAN-SPAM. Customer shall not bring any claim against Trustpilot arising from or related to any User Content, including without limitation any claim that the User Content is defamatory, offensive or otherwise harmful. Customer shall indemnify Trustpilot against any loss or damage suffered or incurred by Trustpilot as a result of any such claim, whether such claim is brought by Customer, any of Customer's affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or other associated third parties.
The use of the Trustpilot Service is the responsibility of Customer. The Trustpilot Service is supplied "as is", it may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability, and Trustpilot does not guarantee the general applicability or availability of the Trustpilot Service.
Customer is not entitled to claim damages (regardless of whether they are direct, indirect or consequential) for (i) any loss of profits, contracts, turnover, business, business opportunity, loss or corruption of data or recovery of data, goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, anticipated savings or revenue (ii) any loss or damage arising in connection with liabilities to third parties or (iii) any indirect or consequential loss or damage whatsoever.
As the Trustpilot Service is free of charge, Trustpilot is not liable for Customer's use of the Trustpilot Service, including without limitation liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence) and breach of statutory duty arising from or in connection with the Agreement. Nothing in the Agreement excludes or limits either party's liability matters which cannot be excluded or limited under applicable law.
Customer is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Trustpilot.
Trustpilot is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party.
The Trustpilot Service, including any content on the Trustpilot Service and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Trustpilot and will be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. If Customer provides feedback, ideas or suggestions regarding the Website or the services offered on the Website ("Feedback"), Trustpilot is free to fully exploit such Feedback.
Customer is only permitted to use Trustpilot's logos, graphics and trademarks ("Trustpilot Designs") if such right has been granted to Customer by Trustpilot. Customer will be able to see if such right has been granted by viewing Customer's Basic Account on Trustpilot's website. If such right has been granted, Customer is only entitled to use Trustpilot Designs in accordance with the Trademark Guidelines.
Customer agrees that Trustpilot may use Customer's name and logo on Trustpilot's websites and as a part of a general list of Trustpilot's customers for use and reference in corporate, promotional and marketing material.
The parties are mutually obliged not to reveal the content of the Agreement to any third parties and to keep confidential the terms of this Agreement (including any Order Form) and other pieces of information that the par¬ties may have exchanged or may in the future exchange regarding their undertakings or business relationships. Information which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
The confidentiality statement also applies after the termination of the Agreement no matter the cause of the termination.
The foregoing confidentiality obligations will not apply to any information that the receiving party can reasonably document was already published or publicly known at the time of its disclosure unless the publication is due to a disregard of the confidentiality obligations set forth in the Agreement. Nothing in this Agreement hinders the disclosure of any information which is required by law to be disclosed or which a party is requested to disclose on a confidential basis to a party's attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request. The foregoing confidentiality obligations will not hinder the disclosure of the information that Customer is or has been a customer of Trustpilot on Trustpilot's website. Furthermore, if Customer is in material breach of the Agreement or the Guidelines and Trustpilot thus terminates the Agreement, Trustpilot is entitled to announce the termination of the Agreement.
The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and the Agreement.
The following sections will survive expiration or termination of this Agreement; sections 6, 7, 8, 10, 11, 12, 14 and any other section that is intended by its nature to survive expiration or termination.
13.1 The Agreement contains the entire agreement between Customer and Trustpilot regarding the use of the Trustpilot Service and supersedes all prior agreements between the parties in relation to the same.
14.1 The Agreement and any disputes relating to or accruing from the Agreement are and will be governed by Danish law. Any disputes relating to or accruing from the Agreement and Customer's use of Trustpilot's services must be settled in the city court of Copenhagen in the first instance.